MartNet Usage and Service AgreementTerms of use, billing policies and procedures, and other legal information governing use of your MartNet Account.

USAGE AGREEMENT FOR ALL MARTNET PRODUCTS AND SERVICES

This agreement (the "Agreement") is by and between MartNet
Communications, duly authorized and existing under the laws of the State
of Pennsylvania with its main office at 1241 Carpenter Street,
Philadelphia, PA 19147; and the Customer (Company or individual User of
this Service) for the provision by MartNet Communications or its
subcontractors of certain computer networking software and services as
more particularly described below and is considered executed upon the
Customer's usage of the MartNet service.

ARTICLE I - TERMS AND DEFINITIONS

Any individual or entity receiving any product or service MartNet
Communications shall hereafter be referred to as Client. By accepting
products and/or services provided by MartNet Communications, Client
agrees to observe and abide by all of the provisions, terms, and
requirements specified in this document. Recurring Charges are defined
as charges agreed upon at a set rate for services rendered including,
but not limited to, unlimited use dial up and shell accounts, Web
Hosting Services, dedicated analog and digital Internet Access, and
Server Co-location fees. Usage charges are defined as additional charges
incurred for services including, but not limited to, additional
bandwidth used but not covered under terms or recurring services.
Products are defined as physical merchandise purchased from MartNet
including, but not limited to, computer and telecommunications hardware,
consulting services, and hardware maintenance contracts.

ARTICLE II - BILLING AND SERVICE FEES

MartNet Communications shall bill Client for services rendered at the
published rate of such services at the time rendered. Client will be
given advance notice of any change in recurring service fees. MartNet
Communications reserves the right to change published rates and
recurring service fees for service at any time, and agrees to provide no
less than 30 days or one billing cycle, whichever is greater, prior
notice to the Client. Recurring charges are billed monthly and are due
prior to the billed month. Monthly fee for the first month is pro rated
to the end of the month. For each month thereafter, the full monthly fee
is due for any part of a month in which service is provided. No
proration on the term for cancellation by the Customer for any
prepayment is allowed. No refunds will be issued for unused service.
Payment for a particular interval of time (one month, six months, year)
constitutes agreement to this service contract for that time interval.
Usage charges, if any, are billed upon completion of the billed month
and are due by the end of the following month. Accounts in default are
subject to a late fee of $5.00 or 5% per month, whichever is greater, on
the outstanding balance. MartNet Communications shall bill Client for
products sold at the quoted cost of such products at the time sold.
Charges for products sold are due upon receipt of product. Accounts in
default are subject to a late fee of $5.00 or 5% per month, whichever is
greater, on the outstanding balance. A complete fee schedule is
available from us upon request, and is available on the World Wide Web
at http://www.martnet.com/. Unless otherwise stated in writing, our
current, posted fees will apply to any and all MartNet services
rendered. Fees for a particular service may also be amended to Article
IV of this agreement. Although any paid subscription fee is
non-refundable, each Client is free to terminate his or her subscription
at any time for any reason. MartNet may terminate a subscription without
notice if it reasonably concludes that any Client has breached these
terms or applicable rules. MartNet shall be free to terminate its
provision of this service, or any portion of this service, at any time
on one month's notice or sooner if such cessation is beyond its
reasonable control. To terminate your MartNet account, you must notify
MartNet of your intention to do so. This can be done by telephone, or in
writing. We will make every effort to comply to your request. However it
is the customers responsibility to monitor their credit card or billing
statement to ensure they are no longer being billed by MartNet
Communications. If a customer does notice a discrepancy in there billing
statement, they have 30 days from the date on the statement to inform
MartNet of the error. If notification is not made, MartNet cannot be
liable for refunds over 30 days without proof of notification.

ARTICLE III - TERMS OF SERVICE

General Rules

Use of all MartNet services and resources is governed by the document
titled MartNet Rules and Regulations, which shall be attached hereto as
Exhibit A, unless otherwise stipulated in this contract. Use of all
MartNet services and resources must comply with all Local, State, and
Federal laws of Philadelphia, Pennsylvania, USA. MartNet Communications
can terminate this account at will for any reason it solely determines.
The Customer specifically waives the right to sue or ability to
subrogate those rights for any losses. If MartNet Communications
terminates the account for any reason other than failure to pay any and
all fees associated with the account, MartNet Communications will refund
any unused portion of the service (which, in this case, will be
prorated). This service may only be used for lawful purposes. Materials
and/or transmission in violation of any local, state, Federal or
international regulation(s) is prohibited. This includes, but is not
limited to, copyrighted material, threatening or obscene material, or
material protected by trade secret. Customer agrees to indemnify and
hold harmless MartNet Communications from any claims resulting from
Customer's use of this service which damages Customer or any third
party. All services to be provided by the Customer either in part or in
total through MartNet Communications are appropriate subject to relevant
Federal and State and International regulations. If these same services
are offered through other networks, MartNet Communications accepts no
responsibility for their authorization. MartNet Communications, or other
relevant authorities may determine inappropriate usage of this service
and the service may be revoked at MartNet Communications discretion.

Client Responsibility

Client is responsible for protecting all account passwords and for any
authorized or unauthorized use made of Client's account. Client agrees
to comply with the rules appropriate to any network to which Client may
gain access via the services of MartNet Communications. Client
acknowledges that any proprietary, confidential, or otherwise valuable
information that Client desires to keep confidential should not be
transmitted over any part of the Internet, nor reside on computers
connected to the Internet. Client will not transmit or make available to
the Internet any material that is illegal, libelous, tortuous, or likely
to result in action against MartNet Communications or its clients.
Client agrees that under no circumstances will the Client use MartNet
Communications equipment and/or electronic mail addresses in connection
with the sending of unsolicited electronic mail messages, commercial or
otherwise, including, but not limited to, the sending of unsolicited
mass mailings from another service which in any way implicates the use
MartNet Communications service, equipment or any MartNet Communications
electronic mail address.

Access and Network Usage

MartNet Communications shall require local access (via the public
switched telephone system) to provide the Customer a link to MartNet. It
is understood that MartNet Communications does not normally own or
control the various cable, telecommunications or other facilities to
which it may provide access, except those specifically identified as
belonging to MartNet Communications. Arrangements for use of, or access
to, such facilities must be made with those who own or control them. The
Customer is responsible for providing, operating and maintaining the
necessary cabling, computer hardware and computer software used for this
service at their site. All local access installation and dial up costs
are the responsibility of the Customer.

MartNet access shall be offered to the Customer in accordance with the
criteria set by MartNet Communications as defined in Exhibit A. The
Customer shall be responsible for user/access security and network
access. MartNet Communications provides no user access security with
respect to any the Customer facilities or facilities of others. MartNet
Communications will assist in network security breach detection or
identification, but shall not be liable for any inability, failure or
mistake in doing so.

Privacy

We offer private electronic mail on our system as a service to our
subscribers. We will endeavor to keep all of your e-mail private,
viewable only by you and the person to whom you address it, except: We,
as system operators, may need to look at your electronic mail if we
believe it is necessary to protect ourselves or other users from injury
or damage. For example, if we have reason to believe a caller is
involved in unlawful activities, which creates any risk that the
authorities could seize our system, we will review his or her electronic
mail for our own protection. We will not, however, monitor electronic
mail unless we believe it is being misused. We will not deliberately
disclose electronic mail to other users. If we believe certain
electronic mail is connected with unlawful activities, we may disclose
it to the authorities to protect our system, ourselves and other users.
Remember that the person to whom you send electronic mail does not need
to keep it secret. The sender or receiver of the electronic mail has the
right to make it public. If the authorities ever search or seize our
system, they may gain access to your private electronic mail. In that
case, we cannot assure they will not review it. Remember that you have
personal rights of privacy that even the government cannot legally
violate, though you may have to go to court to enforce those rights.
Except as expressly provided herein or as required by law, MartNet will
not disclose the contents of private electronic mail to anyone other
than addressees, authorized recipients, or those to whom such disclosure
is necessary to assure forwarding or delivery. MartNet may use for its
own purposes non-public information regarding system use by its
subscribers (other than private electronic mail) and any information
regarding the contents of public postings. MartNet will not reveal to
any third party, including other members, any detailed, non-public
information that identifiably discloses any member's specific use of the
system, unless the member has received advance notification that the
type of information involved will he disclosed or unless such disclosure
is required to operate the system or by authorized demands of law
enforcement authorities or by court order compelling disclosure of
information within MartNet's control.

Editorial Control

We want our system to be a worthwhile place for all our users. This does
not mean everyone can do whatever they choose on this system, regardless
of its effects on others. It is our job to accommodate the common needs
of all users while striving to meet our own goals for the system. We
will not monitor all messages and file transfers. We want to keep the
message and file traffic moving quickly and smoothly - this goal would
be defeated if we monitored everything on the system. However, if we
set: (or hear about) messages or other activities that violate the rules
or threaten the order or security of the system, we will take
appropriate action. If a caller persists in posting messages or
transferring files that we previously warned him should not be on our
system, those messages will be deleted, and he or she may he locked out.
If we discover any users violating the rules, especially the prohibition
against unlawful activities, we will act firmly and swiftly. Depending
on the circumstances, the caller involved will be warned, or simply
locked out. If the caller has done anything to put us or other users in
jeopardy, we may contact the authorities. We do not plan on doing any of
these things. If all users act with respect and regard for us and other
users, there will never be any problems. But if problems arise, we will
assert control over our system against any caller who threatens it. And
in this Agreement, you acknowledge that control.

Access to Other Networks

The Internet is made up of many interconnected public and private
networks. Use of other networks may sometimes require approval of the
respective network authorities and use will be subject to any acceptable
usage policies such networks establish. Examples of such networks
include but are not limited to the Internet II, AOL, NSFNET and other
private networks. Use of MartNet services and resources to violate
policies of other public and private networks is a violation of this
agreement.

Limitation of Liability

Neither party shall be liable to the other for any loss, damage,
liability, claim or expense arising out of or in relation to this
Agreement or the provision of the service or equipment, however caused,
whether grounded in contract, tort (including negligence) or theory of
strict liability. In no event shall either party be liable for any
incidental or consequential damages arising out of or in relation to
this Agreement.

MartNet Communications makes no warranty with respect to any software or
hardware used or provided by MartNet Communications in connection with
this service. Any patent, trademark, trade secret or warranty
infringements, whether actual or alleged, are the direct responsibility
of the manufacturer of said hardware or software product. MartNet
Communications assumes no responsibility for any actions or liabilities
arising from the possession or use of these software or hardware
products.

Client acknowledges that MartNet Communications makes no warranty of any
kind, expressed or implied, regarding the reliability or suitability for
a particular purpose of its services. MartNet Communications disclaims
any warranty of merchantibility or fitness for a particular purpose.
Client acknowledges and understands MartNet Communications exercises no
control over the nature, content, or reliability of the information
delivered to Client from the Internet via MartNet Communications. Client
acknowledges MartNet Communications is not liable for any errors or
interruption in Internet access service provided to Client, whether
within or outside the control of MartNet Communications. Under no
circumstances shall MartNet Communications be held responsible for
damages or loss suffered by Client, including but not limited to
special, incidental, consequential, or punitive damages, as a result of
Client's direct or indirect use MartNet Communications services
including, but not limited to, errors, delays, loss of information, or
interruptions in service caused by Client's or MartNet Communicationsí
or a third party's negligence, fault, misconduct, or failure to perform.
Client acknowledges that Internet access service may be temporarily
unavailable for scheduled or unscheduled maintenance, and for other
reasons within and outside of the control of MartNet Communications.
Under no circumstances do any such errors, delays, loss of information,
or interruptions in service nullify or modify this agreement or any
other agreement or contract entered into by MartNet Communications and
Client. MartNet Communications reserves the right to refuse or terminate
service to Client at any time.

No Assignment

The Customer shall not sell, transfer, or assign this Agreement without
the prior written consent of MartNet Communications. Any act in
derogation of the foregoing shall be null and void; provided, however,
that any such assignment shall not relieve the Customer of their
obligations under this Agreement.

Severability and Entire Agreement

If any provision of this Agreement is held by a court of competent
jurisdiction to be contrary to law, the remaining provisions of this
Agreement will remain in full force and effect. This Agreement
represents the complete agreement and understanding of the parties with
respect to the subject matter herein, and supersedes any other agreement
or understanding, written or oral.